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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 17, 2001 (May 11, 2001)
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Healthcare Realty Trust Incorporated
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 1-11852 62-1507028
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
3310 West End Avenue
Suite 700
Nashville, Tennessee 37203
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(Address of Principal Executive Offices) (Zip Code)
(615) 269-9175
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On May 11, 2001, Healthcare Realty Trust Incorporated announced the
sale of $300 million principal amount of unsecured 8.125% Senior Notes due May
1, 2011 through underwriters led by Banc of America Securities LLC and UBS
Warburg. The notes are rated Baa3 by Moody's, BBB- by Standard & Poor's and BBB
by Fitch. The proceeds will be used to repay in full outstanding borrowings
under the Company's unsecured credit facility and for general corporate
purposes.
A registration statement on Form S-3 (Registration No. 333-56608)
relating to these securities has been filed with the Securities and Exchange
Commission and was declared effective on March 22, 2001.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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1 Underwriting Agreement, dated May 10, 2001, by and between the
Company and the Underwriters
4.1 Indenture, dated as of May 15, 2001, by the Company to First
Union National Bank, as Trustee
4.2 First Supplemental Indenture, dated as of May 15, 2001, by the
Company to First Union National Bank, as Trustee
4.3 Form of 8.125% Senior Note Due 2011
5 Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company
8 Tax Opinion of Stites & Harbison, PLLC
23.1 Consent of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company (included in Exhibit 5)
23.2 Consent of Stites & Harbison, PLLC (included in Exhibit 8)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
HEALTHCARE REALTY TRUST INCORPORATED
By: /s/ Roger O. West
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Roger O. West,
Senior Vice President -
Acquisitions and General Counsel
Date: May 17, 2001
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INDEX TO EXHIBITS
Exhibit No. Description
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1 Underwriting Agreement, dated May 10, 2001, by and between the
Company and the Underwriters
4.1 Indenture, dated as of May 15, 2001, by the Company to First
Union National Bank, as Trustee
4.2 First Supplemental Indenture, dated as of May 15, 2001, by the
Company to First Union National Bank, as Trustee
4.3 Form of 8.125% Senior Note Due 2011
5 Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company
8 Tax Opinion of Stites & Harbison, PLLC
23.1 Consent of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company (included in Exhibit 5)
23.2 Consent of Stites & Harbison, PLLC (included in Exhibit 8)
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